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LETTER OF OFFER - TakeoverCode.com

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allotment. Further, Acquirer has not acquired either directly or through any other person, any<br />

shares of JRL after the date of PA.<br />

e) The equity shares of JRL are to be acquired, pursuant to the Offer, free from all liens, charges<br />

and encumbrances and together with all rights attached thereto, including the rights to all<br />

dividend or other distributions hereinafter declared, made or paid.<br />

f) The Offer is not conditional on any minimum level of acceptances and the Acquirer will be<br />

obliged to acquire all the equity shares tendered in response to the Offer, subject to a maximum<br />

of 12,01,640 equity shares that are tendered in the valid form in terms of this Offer subject to<br />

the terms and conditions mentioned in this PA and the Letter of Offer to be mailed to the<br />

shareholders of JRL.<br />

g) Saffron Capital Advisors Private Limited, Manager to the Offer, does not hold any shares of JRL<br />

as on the date of the Public Announcement.<br />

h) There has been no <strong>com</strong>petitive bid as on date.<br />

2.3 Objects of the Acquisition /Offer<br />

a) The Acquirer having purchased the majority shares of the <strong>com</strong>pany proposes to take over<br />

management control of JRL. This Offer of 20% of the Paid up Share Capital, i.e. 12,01,640<br />

shares of JRL is made in terms of Regulations 10 & 12 of the SEBI (SAST) Regulations.<br />

b) The Acquirer intends to use this listed vehicle to focus on the construction business of<br />

mass/affordable housing, repair and redevelopment of buildings and development and<br />

construction of colonies in district places, and projects where the capital requirement is low.<br />

3. BACKGROUND <strong>OF</strong> MR. BHAVIN SONI (“THE ACQUIRER”)<br />

a) Mr. Bhavin Soni, aged 27 years, is a resident of 402, Prime Beach, Gandhi Gram Road, near<br />

ISKCON Temple, Juhu, Vile Parle (West), Mumbai – 400 049; Telefax No. +91 22 6702 1550.<br />

He is a Commerce graduate from Mumbai University.<br />

b) He has an overall experience of more than 6 years in Real Estate Development. He is on the<br />

Board of Directors of Joy Home Creation Limited, Joy Aman Home Creations Private Limited<br />

and Money Anchor Financial Services Private Limited.<br />

c) The Net Worth of Mr. Bhavin Soni as on December 31, 2008, is Rs. 2,51,77,170 (Rupees Two<br />

Crores Fifty One Lacs Seventy Seven Thousand One Hundred Seventy only). The same is<br />

certified by Mr. Naresh Sheth, proprietor of M/s. N.K. Sheth & Company, Chartered Accountants,<br />

Membership No. 33698, Address:- 4, Mulji Bldg., 64-B, Tejpal Road, Opp. Parle Gluco Factory,<br />

Vile Parle (East), Mumbai – 400 057 Tel No. + 91 22 2616 6512, 2611 5777; Fax No. + 91 22<br />

2616 6447, vide their certificate dated January 29, 2009.<br />

d) The Acquirer has <strong>com</strong>plied with the applicable provisions of Chapter II of SEBI (SAST)<br />

Regulations.<br />

e) As on the date of this PA neither the Acquirer nor any of his representatives except Mr. Pritesh<br />

Champaklal Haria is on the Board of the Target Company. However Mr. Pritesh Champaklal<br />

Haria has undertaken that he shall recuse himself and shall not participate in any matter(s)<br />

concerning or relating to the offer including any preparatory steps leading to the offer.<br />

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